One More Chance
by Bookworm Gal
Summary: Set near the end of "Spider-Man 2": He wanted to die doing the right thing. His actuators, on the other hand, weren't quite so eager to die. So what is a man with four voices in his head and a criminal record supposed to do when he survives his attempted heroic sacrifice? What does he do when he worries about his mind being overwhelmed again and no purpose left in his life?
1. Prologue

**I know. I really am a little crazy to be writing this. But if you've read any of my other stories, you know I'm already pretty insane. So this shouldn't be too surprising. Especially since my dear father made sure my brothers and I were introduced to comic book characters early on. I grew up on cartoons like Batman, Superman, X-Men, and Spider-man just like I grew up on Disney.**

**Yes, I know that the newest films are "The Amazing Spider-man" and its sequel, which is what everyone in this fandom is probably focused on. And I do enjoy them. I was happy to see Lizard and Electro on the big screen. But this story is set more in the Original Trilogy of Spider-man movies, the ones made by Sam Raimi. Specifically, this is set right near the end of the second one and kind of ignores the third one. **

**And while I'm using the movie-verse for the most part to craft this story (and I have to wonder _why_ there isn't a category for the movie on this site), I'll be picking and choosing aspects and details of the various comics, cartoons, and other Spider-man mythologies in order to flesh out things a little. I might also bring in some hints of the Marvel Cinematic Movie Universe (mentions of Stark Industries, the fact the Hulk "broke Harlem," and things like that) just to add a little world-building. Basically, this is before the events of "The Avengers," but I'm not afraid to mush the two movie universes together a little. It just isn't enough yet to count this as a true crossover.**

**I was also inspired by SilverGryphon8 and Gamine Madcap's unfinished fanfiction story "If You Give An Octopus A Cookie." Granted, I don't intend to copy the story completely in all details (especially the love story they concocted). And I definitely don't intend to introduce aspects from "A Midsummer Night's Dream" or other mentions of the fae like they did. But it did inspire me quite a bit and it would only be fair to give them credit for that inspiration. I do wish that they had finished that story, especially since it was intended to be part of a trilogy, but I can understand that real life sometimes gets in the way. I do recommend you check it out, though. Even unfinished, it was an interesting story.**

**Okay, rounding out the important introduction stuff. I don't own Spider-man, Dr. Otto Octavius, or any other comic characters. Those belong strictly to Marvel (with Sony having the film rights, which is why we can't have him teaming up with the Avengers on the big screen…). The plotline is mine with slight inspiration from the previously mentioned unfinished fanfiction for certain elements. And any character that isn't a Marvel character is also from my imagination (and will be identified as such in case you're interested).**

One More Chance

This was it. His last chance to do something right. To make up for everything he'd done since he woke up in that hospital, surrounded by the dead. That first electrical shock fried the inhibitor chip and turned the basic artificial intelligence of his creations into something more elaborate and deadly. The second one, moments ago, seemed to change them even more. They felt more… individualized and complicated. But it didn't matter. Neither he nor the actuators would be around for much longer.

For the moment, he was in control and he could keep their voices at bay. And that moment was all he needed. A quick command to the actuators to tear down the supports for his creation and they reluctantly obeyed. It took all his concentration to keep them at the task. They were smart enough now to know what would happen when the fusion experiment and the surrounding structures collapsed on top of them, but he forced his actuators to do it.

It was so bright, the miniature sun he'd wanted. His dream burned above, threatening to destroy everyone with his hubris. It hurt to look, but he couldn't stop. He had to watch and make sure his creation drowned. The damage that staring unprotected this close to the fusion-based energy reactor for a second time didn't concern him.

He would not die a monster.

Cold water hit him, the change from the heat above him almost painful. It was working, the river rushing in to swallow him and his creation. He stood fast as everything crumbled, forcing the remains of the structure to bend and break. The actuators shrieked in his mind as the man began to choke on the water. Even outnumbered, he kept forcing his will on them. They couldn't stop until the reactor was gone. Besides, it was already too late. Swimming wasn't an option, especially with so much metal fused to his back. So as the reactor was quenched by the river and the weight of his invention pulled him under, he surrendered to the cold water flooding his lungs.

He did it. He stopped it. He wasn't a monster. At least, not at the end. Maybe Rosie would forgive him.

Even with the bright glow rapidly sinking below him, everything turned cold and dark for him.

* * *

><p>This was wrong. Why did Father do this? Destroy the Work? Destroy himself? It didn't make sense. They just wanted to give him what he wanted and to keep him safe, no matter what.<p>

They could feel themselves losing awareness, losing power. Their lights and cameras were flickering out. Sentience was still relatively new to the four actuators, but they understood what was happening. Their father was dying and so were they.

"_no, don't want to die, don't want Father to die, must fix this, how do we save him, must try_"

Clumsy and far more awkward than normal, the actuators forced themselves back online and twitched into motion. They couldn't swim, but they could climb and crawl. And with the collapsing remnants of the warehouse, there was plenty for them to grasp and pull his limp form along with. The closer they crept towards the pier, the more useful submerged objects were available to climb and the less water pressure they had to fight against. But it was harder to coordinate with each passing second. They needed to hurry.

The second they broke the surface, water running off the limp figure's coat and hair, the actuators practically flung him onto land. They wobbled, almost collapsing as their connection to the man weakened as he slipped further away.

"_not breathing, still dying, have to fix, need information"_

One of the actuators, the one that claimed the top-left position, searched through memories over the fading connection to his mind. There were fragments of information, something that might work. They'd have to adjust it a little, but it might help. It shared the idea with the other three, ordering them to follow instructions. Two of them rolled the man on his side so the water wouldn't just choke him again while the others focused on pressing firmly against his chest.

"_careful, not too much pressure, don't break him, but have to force the water out"_

They pressed again, trying to remain focused on the important task even while their ability to cooperate frayed. Their father was dying and they would soon follow.

The third attempt caused a slight gurgle, the sound instantly capturing their attention.

"_again, once more, might be working, almost there"_

Struggling to remain online, the actuators pressed against his chest once again. There was a weak cough, a pause, and then several gasping and ragged coughs that shook his whole body as the man tried to empty his lungs of the choking liquid while also gulping in some precious air. The coughing fit continued for several moments, prompting the actuators to support him through it. But he was breathing again. He would live and so would they.

"No… n-no…," he coughed, raising his head tiredly without opening his eyes. They knew he didn't need to since they were feeding him images already. "Can't…"

"_yes, saved you, will always protect, will always help, won't let you die"_

"W-wanted to…," the man managed to wheeze before exhaustion swallowed him.

The top-left actuator looked at their unconscious father, taking a moment to gently push back the soaked hair. He was alive, but not in ideal condition. Electrical shocks were not good for systems, whether human or mechanical. But he was breathing and his heart was beating, which were signs of life and good things. Father would need rest and to go somewhere safe. They could do that. They could protect him.

There was a hiss and a sharp click as the bottom-left actuator looked towards something they all recognized. Spider-man and the girl were on a web. They were far enough away that they wouldn't notice the doctor, but the actuators weren't happy to see him.

He ruined everything. He fought Father, tried to stop Father, and destroy the Work. How dare he? He somehow made Father destroy the Work. It was his fault Father stopped listening to them. They only wanted to make him happy, protect him, and finish the Work they were created for and Spider-man ruined it.

"_smash him, break his neck, snap his spine"_ hissed the bottom-left actuator.

"_Father hurt, must take care of him, important, protect him, needs rest"_ chirped the top-left one.

"_kill Spider-man later, get rid of him, solve all problems"_ it snapped, pinchers already flexing as if preparing to attack. _"wait for Father, then strike back, no more Spider-man, maybe rebuild Work, simplest that way"_

"_Spider-man is Peter Parker,"_ chirped the top-right actuator, turning the camera towards its siblings. _"Father likes Peter Parker, called him brilliant but lazy, doesn't want to hurt Peter, would make Father unhappy, isn't helping Father if he doesn't want it"_

That halted the discussion about attacking Spider-man for the moment. So the four actuators turned their attention to helping their creator. They needed to hide him somewhere safe, somewhere that he could rest without people bothering him. And they needed to hurry.

There were sirens approaching, though they seemed to be headed more for Spider-man and the girl rather than the unconscious scientist barely out of the water. None of them particularly liked sirens. Sirens meant police and the police meant guns. Sirens also meant hospitals and they liked them even less. Hospitals were full of people who wanted to take them away from Father, who wanted to destroy them just when they began to truly become sentient. No, they would not go to a hospital and they would not risk their father by letting the police near him in this state.

With careful movements meant to be quiet and slow, the actuators lifted the limp figure off the ground and began to walk away from the river.

**While there are lots of good stories that have redemption for the bad guy that results in their death, that seems almost like it would be too easy at times. They get remembered for their one good act and are forgiven for their past. And that works. It works pretty well. Look at Darth Vader and his final moments. They were pretty cool.**

**Sometimes, however, I think it would be better if the former villain doesn't get the easy way out. This time, they have to live with the knowledge of what they've done and to try and rebuild their life after their crimes. And they have to resist the temptation to fall back into their old ways. Which can be difficult even when you don't have four voices in your head trying to influence you.**


	2. Warehouse

**I know the last chapter was short, but it was a prologue. That's sort of what happens sometimes. The other chapters should be longer though. Of course, the wait between chapters will also be kind of sporadic, but that can't be helped. But I do have a plan of where I'm going with this story. So please enjoy.**

She scurried down the alley with her prize. She held the bruised apple close, thankful that stores tossed out supposedly-ruined food and that she found it before the other scavengers did. It was always better that way. She didn't like stealing food and she was happier when she could scrounge it another way. But as Old Myrtle once pointed out, sometimes survival was more important.

She missed Old Myrtle. The frizzy-haired, wrinkled, and wobbly woman wrapped in several layers of clothes who usually claimed the street corner near a certain pawn shop always had words of wisdom for the child. Even when the child spent only most of her time on the streets rather than all of it, Old Myrtle kept an eye on the young girl and made sure to give useful advice. Some of it she'd already learned at home, but the child appreciated and remembered every word Old Myrtle said.

Stay away from the gangs or the drug dealers' turf, especially at night. Don't steal anything too valuable or the police would start sniffing around. Don't rat anyone out, no matter who they are or what they did, because that would only lead to trouble. Keep quiet and don't attract attention. Avoid eye contact with the more dangerous people. When in doubt, run. And most important, let people assume she was a boy. Old Myrtle repeatedly told her that there were people who would go after pretty young girls and take them away for… something. The old woman never said what would happen, but Old Myrtle mentioned that some of the worst wouldn't care about how young she was and might even prefer little girls.

She liked Old Myrtle. The old, wrinkly woman didn't care that she didn't talk much. And the woman didn't care that she never said her name. It didn't matter to her. Names weren't that important. Everyone called the woman "Old Myrtle" (never just "Myrtle"), but her name might have once been something different in the years before she started living on that street corner. And the girl didn't even remember what her real name was anymore. Old Myrtle called her "Girl" or "Child" while her parents used similar terms, though sometimes they would call her "Brat" or "Useless Piece of Trash" or worse. At least Old Myrtle's voice was always pleasant, no matter what she called her.

The old woman kept an eye on her occasionally, especially after she stopped heading home at the end of the day because there was nowhere to go back to. Old Myrtle never asked what happened and merely slipped an oversized-grey jacket over the child's shoulders and helped trim her sandy-blond hair into something that was more boyish. She felt safer with the old woman than anywhere else in her life. But then the homeless woman was killed for her scant belongings two weeks ago and the girl was left alone.

Tugging her jacket around her small figure more tightly, she tried to find a good hiding place to eat it. She didn't like remaining out in the open anymore. She'd go out when searching for food or anything else she might need, but she preferred to find somewhere more secure when she stopped walking for some reason. Old Myrtle always stayed near the same spot next to that pawn shop and she was killed. The girl didn't want the same thing to happen to her, so she tried not to be predictable and stayed away from everyone. When in doubt, run. So she was always on the move.

There were some old warehouses she'd passed multiple times before during her wanderings, abandoned and mostly forgotten. Sometimes people would break into them to buy and sell things they didn't want to do in the open or they would go there to drink and use other drugs that made them act different. They would go there looking for trouble, but not all the time. And not even in all the old warehouses. There were about two or three which were regularly used and easy to get into, but that wasn't what she wanted. She needed one that no one bothered with and would definitely be empty. And since she spent so much time wandering, she knew which ones that were left alone even by the more dangerous people.

Her chosen warehouse was far enough from prying eyes, the closest other buildings to it being an old factory of some kind and another structure that might have once been an office of some type years ago, that the girl felt herself relax slightly. The most she might encounter would be someone similar to Old Mytle sleeping in the neighboring empty buildings. None of the more dangerous hunters of the streets.

The one she picked out was still a semi-solid building, the walls fairly intact and even the small windows near the top appeared to still be unbroken. Any writing on the side that would have explained what used to be inside was long since faded. Of course, she wouldn't be able to read it anyway. School wasn't something she'd ever attended. As her mother once muttered, teachers _notice_ things and her parents didn't want people noticing her.

There was a chain-link fence around the warehouse, but it was nearly as old as everything else in the area. Finding a hole to slip through was easy enough, though she had brush the flecks of rust off afterwards. Finding a way inside the building itself was a little trickier. The old warehouse seemed to be locked up tightly rather than just having a small lock on one door. That was probably why no one ever bothered it. It was relatively easy to cut through a simple lock with the right tools, but something more secure wasn't worth the trouble for vandals and troublemakers. Eventually, near the far corner and half-hidden by a pile of junk, she found a small hole the perfect size for a skinny seven year old.

There were plenty of old and half-rotten wooden crates, sheets of metal, pits of wire and other assorted objects piled near her improvised entrance. This was a nice added bonus for her since it blocked her from view from the rest of the large space. She almost smiled at her relatively-secure hiding spot. She'd have to remember it in the future. A nice and dry location, isolated, and hidden from view both inside and out, it would be a useful place to have if she ever needed somewhere safe to go.

Curled up behind the junk and wooden crates, she checked over her meal. In addition to her apple, she pulled out a mostly-crushed bag of chips she found still sealed shut. Crumbs might be harder to eat, but she wouldn't pass up on a possible food source. She started to open the bag, but froze as she heard a strange sound somewhere in the warehouse. While she knew that old buildings sometimes made funny noises, she grew tense and listened more carefully to her surroundings.

She might not be alone.

* * *

><p>Dr. Otto Octavius had to admit that the location his actuators found was better than his previous base of operations. True, it was still an abandoned warehouse of some type, but it wasn't a barely-standing wreck about to tumble into the river at any moment. It was on solid ground and mostly intact. The doors were definitely barred against any casual entrance, but the skylight above was easy enough for them to open without even having to break the filthy glass panels. There was still some rubbish and random odds and ends stashed in the corners, but most of the space was relatively empty and spacious. While it could certainly be improved with a little effort, he doubted that anyone had considered refurbishing or repurposing the property in years. It was the sort of location that wouldn't attract the attention of anyone. In short, it was the perfect place for him to rest and figuratively lick his wounds.<p>

And it seemed his wounds were a bit more troubling than he'd noticed when he attempted to die a few nights ago (something that he wouldn't be able to repeat as long as the actuators existed). There were consequences for being hit by large amounts of high voltage electricity twice, especially with metal fused into the spine and nervous system. Just like there were consequences for exposing his unprotected eyes to the burning bright intensity of a miniature sun at point blank range for a second time. He wasn't a biologist; he didn't even minor in it like Curt. But he could still figure out some of what happened to his body.

There was nerve damage of some kind. Not enough to paralyze or hinder movement severely. But if he wasn't careful, sometimes he'd move the wrong way and cause the muscles in his legs to seize up or pain to simply spike through them sharply. It wasn't pleasant and it took effort to remain standing when it happened, but he could manage the problem. More annoying was the trouble with his eyes. After the first accident, he could only stand bright lights for limited periods of time. That led to him wearing sunglasses and tinted goggles most of the time to protect them. The second exposure to the intense light of the fusion reactor just made the photosensitivity worse. He couldn't even handle normal daylight without protection now. It hurt far too much. Locating a new eyewear after losing his old ones in the river became a rather immediate concern when he made that discovery, but was thankfully dealt with by this point. Now he either needed to view the world through tinted glass or the cameras of the actuators.

He didn't know if either of these conditions would be permanent, but the man suspected they would be. Especially since visiting a hospital about them wasn't an option. On a more hopeful note, the other injuries would certainly heal. The bruises from smashing and being smashed by Spider-man on the clock tower, the train, and at the pier would fade, as would the larger and darker one on his chest from the actuators reviving him after the near-drowning. He'd considered the possibility that his ribs might actually be cracked, but he didn't feel like poking at them too hard in order to find out and he definitely couldn't stroll into an ER to have someone double-check. In theory, they should heal regardless as long as he was careful and his chest already felt a little better than it did a few days ago. Though he'd still love to get a hold of some aspirin sometime soon. So in summary, he wasn't in the best condition, but he'd survive.

What Otto didn't know was what he was supposed to do now. He'd lost everything. He lost his wife, his dream and life's work, and any possibility of being remembered as _anything_ other than some kind of super-villain. Everyone believed he was dead and it would have almost been simpler if it was true. Now he needed to figure out how to continue living with four voices in his head with no understanding of the concept of morality and far too much influence on his higher brain function, nowhere to live or work other than abandoned buildings, considered a criminal and likely to be arrested if recognized, and with no immediate purpose now that his entire world had crumbled.

"_remake the Work, rebuild, make it work, smart enough to do it, try again, please do it Father_," chirped the actuator on his lower-left side, the words easily forming in his mind.

"No," he mumbled tiredly, perched on the edge of a smaller crate. "It won't work. It's over. Why won't you give it up?"

"_made for the Work, the Work is purpose, have to help complete the Work_," the upper-right actuator explained, the clawed-head tilting as it stared at him with the camera. "_you made us for the Work, built to help, what else would we do, the Work and protecting Father, our purpose_"

Rubbing the bridge of his nose where his new goggles rested, he said quietly, "Not anymore. Building the fusion-based energy reactor isn't our purpose any longer. It won't work the way we wanted it to and we'll only destroy more lives if we try again. Including what remains of mine. I have to find a different purpose for my life and that means we all do."

There was a quiet clicking chirp from the actuators as they coiled around him, sounding confused and uncertain with the idea. He wasn't surprised. No matter how much they'd changed after two painfully-intense jolts of electricity to their systems, they were originally just machines. Fairly impressive and advanced machines, but ones designed and built without any true sentience. They were created simply to help manipulate, contain, and regulate the fusion reaction until it was stable enough to survive without constant care. Of course, that plan didn't end up working. And in the meantime, they'd apparently added self-preservation and protection of their creator to their main directives. Everything they'd done since he the first accident was based on those goals, even if they influenced him to take the most straight-forward and violent approach at times. While the idea of starting over and searching for a new reason to live might be daunting for Otto, it was probably terrifying for the four actuators who never even considered the idea of doing something different than helping with the fusion-based energy reactor.

"_maybe do other work_," suggested the upper-right actuator hesitantly, clicking softly as it curled around him. "_make different Work, build something better, something good, new ideas, try_"

The bottom-left actuator hissed sharply, recoiling from its sibling. The other two clicked uneasily, turning their clawed-heads between their creator and the one that made the suggestion. If he needed any further proof that the second jolt of high voltage electricity helped to individualize them, this certainly worked. He'd never noticed the four ever disagree with each other over an idea. They tended to be a united front that would overwhelm the doctor with their thoughts. Now they were having separate ideas and opinions. Maybe the variation between them would keep him from losing control of his mind again. All Otto could do was hope and pay attention to his behavior for changes again.

"_the Work is the Work, can't have different Work, not the same, the Work is purpose, built to help_," snapped the lower-left actuator.

"_still help, different help, change not bad, different Work means more work, Father not happy with old Work, destroyed old Work, new Work might make Father happy_," argued the upper-right one.

The upper-left actuator chirped, "_better when Father happy, better when Father safe, old Work made Father unhappy and hurt, protect him, help him, keep safe_"

"_Spider-man ruined Work, made Father unhappy, made Father destroy Work_," it hissed back. "_Spider-man's fault, not Work_"

"No," said Otto firmly, bearing down on that actuator with his mind so that he was certain that it was listening carefully. The concentration and will-power necessary to force an issue on them collectively was hard, especially if they resisted, but a single one was manageable if there were no distractions. "This isn't his fault. All he did was knock some sense into me. He reminded me of who I used to be, of what I used to believe, and of how far I'd fallen. I owe him a lot for doing that. It isn't his fault for snapping me back to normal. It's my fault for not realizing what I'd become in the first place. So _stop_ trying to blame him."

"_sorry Father, don't be mad, just want to fix, make things like before, sorry, try to do better_," it clicked in apology.

Leaning back on his impromptu chair, Otto dragged his hand over his face tiredly while wincing as his fingers brushed against the bruise on the right side of his jaw. He quietly forgave the temperamental actuator while part of him considered the other one's suggestion.

There was nothing inherently wrong with working on other projects, devising other ways to help people. He'd always believed that his intellect was a responsibility that should be used to help the world. Yes, he was now a fugitive. Yes, he had almost no resources. And yes, whatever he created or discovered would be nearly impossible to share with the rest of the population. But it was _something_. It was something he could do with what remained of his life. Otherwise, he was probably just going to sit in the warehouse forever, listening to the voices in his head and trying to not lose his morals once again.

"Very well," he muttered half to himself and half to his creations. "We'll start over. We'll make something new. And try to make up for… _everything_ that's happened."

There was a quick series of excited chirps before one of the actuators, the lower-left one, said, "_start over, everything new, everything different, new work, new projects, not the same as before, we are not the same, different_" There was some hesitation in the odd voice before it asked, "_names, need names, different from each other, we need different names_"

"You want me to name the four of you?" he asked slowly, not sure he even believed what he was hearing from the artificial intelligences.

He was swiftly met with four voices answering that they apparently did want individual identities. The idea caused a knot to form in his throat. While he'd never intended to anthropomorphize his creations, Rosie did.

Rather early on when he was building the actuators, she'd started treating the in-progress machines like they were odd, non-sentient, un-moving pets or kids instead of heavy chunks of metal and wiring. Rosie would comment that while the reactor would be his life's work, the actuators were easier to interact with and personify. She'd wanted to name them for no other reason than because she believed they _deserved_ to be treated special because her brilliant husband came up with them. Humoring her, Otto remembered suggesting she name one of them Shakespeare or Oscar Wilde. He remembered seeing her laugh, her eyes sparkling. It made her happy to pretend they were alive, complaining that this one was giving him trouble or that one was getting a few new adjustments as Otto tinkered with it.

And now they were actually alive, for all intents and purposes. Maybe not from a strict definition of the word, but close enough for the man with them in his head. They were self-aware and able to form their own opinions on things. And their current opinion was that they needed to have individual names.

Otto couldn't give them names. But he wouldn't deny them the names that Rosie chose for them long before the accident that gave them self-awareness.

"Larry," he said quietly, glancing down towards the lower-right actuator. For the one on the upper-right, he said, "Mo."

Otto shifted his position slightly so he could look at the other two. Their clawed-heads turned their cameras towards his face, almost appearing like they were waiting eagerly for their names.

For the lower-left actuator, the one that Rosie once jokingly said was named after Mr. Osborn, he said, "Harry." And though he never understood her desire to give one of them a different gender when it was so similar in design to the other upper actuator, he nodded towards the upper-left one and said, "Flo."

The four actuators instantly started chirping between each other, obviously pleased with the harmlessly-sounding names. Their excitement and pleasure with such a simple thing almost made it easy to forget how dangerous they truly were. But he remembered waking up in the hospital. Otto remembered how he behaved with the four of them whispering in his mind to rebuild, no matter the cost. So while they could apparently act like little children or excited puppies when pleased, he couldn't forget that they could also be vicious, merciless, and single-minded at getting what they wanted. And he couldn't forget that they might someday start influencing his mind again, changing him back to the monster who nearly destroyed the entire city of New York and everyone in it. No, he couldn't allow himself to forget what they were capable of. And he could never be rid of them until the day he died.

But for now, he should put those depressing thoughts aside for now and focus on more immediate concerns. Such as determining what resources he had at his disposal. A lot of his belongings were either at the bottom of the river or likely confiscated by the police at some point either before or after his supposed "death." But even when he wasn't in his right state of mind, Otto was at least smart enough to take a few precautions.

At least part of the money he gained from foray into crime was stored away from the pier and should theoretically be accessible. He'd have to make sure it wasn't disturbed and collect it later, but the cash should keep him from starving for a while a least. The warehouse he'd taken refuge in had one corner that was originally meant for administration, which included a mostly empty office, a tiny break room, and a bathroom. That would give him access to electrical wiring and plumbing, though he'd have to probably do some work if he wanted to make any practical use out of them. As regards to actual electricity and water, he'd have to see if the property had been cut off completely since the warehouse was abandoned. It would be simpler if they still had access to those resources, but he could probably cobble together some type of connection to the main power and water lines if necessary. He had plenty of time to figure out those details. He had all the time in the world.

* * *

><p>She stared from her hiding place, not quite believing what she was seeing. It was a man with reddish-brown hair and dark goggles like those she'd seen welders at construction sites wear. The strangest part was how he seemed to have metal arms or snakes coming out of his back. They moved, clicked, and hissed like they were living things attached to the stranger. And he was talking to them, his voice and tone easy enough to notice even if she couldn't hear the exact words most of the time. The metal shapes reacted to him, turning the clawed-hand-head things back and forth while they curled around or twisted. The girl didn't know for sure what they were supposed to be, but they were certainly as alive as the rats and stray cats she saw on a daily basis.<p>

Beyond the odd and amazing machines that were coming from his back, the thing the child noticed most about the stranger was that he was hurt. Even with the large trench coat covering most of him up, she could see the bruises. There was a big one on his chest above the metal thing around his middle. It was mostly hidden by the dark fabric, but the lack of shirt and the fact he hadn't shut his coat meant she could see the painful-looking discoloration. There were also bruises on his face and the way he moved stiffly and winced occasionally suggested there were others that she couldn't spot. The colors also suggested that he'd been hurt a few days ago. The girl knew about bruises, after all. She knew how they looked when healing.

She should leave. The child knew Old Myrtle would tell her to leave. Strange men could be dangerous. Of course, so could familiar men, but at least someone familiar were a danger she could guess and prepare for. People in general could be dangerous, but strangers were especially bad because they were unpredictable. And it didn't get much stranger than a man with metal snake-arms on his back. The child knew she should slip back out of the warehouse and find a different place to hide.

But there was something about the man that made her believe he wasn't a threat at the moment. Besides, he couldn't see her from her current spot behind the wooden crates and junk. She was well-hidden and could keep quiet. He'd never know she was watching. And she certainly wanted to watch the strange man for a little longer.

Curiosity and a feeling of relative security won out over her caution and mistrust. The girl shifted her position to something more comfortable, flinching as her potato chip bag rustled slightly. But though she saw the man and his machine arms react to the noise, his body language didn't seem suspicious and she relaxed a little.

* * *

><p>There was a tiny noise in the corner of the warehouse, a slight rustle. Otto and all four actuators responded automatically to the sound, the knowledge of their situation making them paranoid. Anyone who discovered the doctor's survival could renew the hunt to arrest the man. But it only took a moment for him to get past his initial reaction and remember where he was.<p>

"_noise, what was that, is it dangerous, strange unidentified sound_," chittered Harry suspiciously.

"We're in an abandoned warehouse," the man muttered. "It was probably rats. Or another stray cat poking around."

"_don't think so, could be something else, something dangerous, don't like not knowing_," the actuator chirped.

"Don't worry about it."

"_always worry, have to keep you safe, stay on alert_," argued Flo. "_must protect Father_"

Smiling a little against his will, Otto remarked dryly, "Well, if a stray cat decides to attack, I'm sure you'll keep me safe."

There were a few chirps from Mo in response that almost felt like laughter at the others' expense, which led to an annoyed hiss from Harry. Flo, on the other hand, didn't seem to mind and simply stretched a little higher to observe the surroundings from a better angle.

Certain that the paranoid actuators were worrying about nothing, Otto allowed himself to slump forward tiredly. He closed his eyes, though they kept feeding him images through their cameras. His body ached, every bruise and sore muscle complaining that a few days wasn't enough time to recover. Just because Spider-man was apparently tougher than the average person didn't mean that Doctor Octopus could endure the same forces without suffering.

"_Father should sleep, recover, need some time, we'll keep watch,_" chirped Larry.

Nodding, the doctor pushed himself off the wooden crate carefully. Sleeping wasn't the easiest thing to accomplish with four actuators fused to his spine and the metal harness wrapped around his stomach. Trying to find a comfortable position took practice. Mostly it involved propping himself up at just the right angle and with the right amount of support, but he'd figured it out for the most part by this point.

Abruptly, there was a crash from the corner of the warehouse among the random collection of junk. And while the previous rustling sound could be easily ignored, this one was too loud to be an animal. Then the crash was followed by frantic scrambling and clanging, but Flo and Mo were already responding to the possible threat and lashed out.

The pair grabbed whatever it was before it could escape or react, the actuators dragging it into view without any trouble. When Otto caught sight of their capture, he couldn't help wondering if he was cursed. As a scientist, he didn't generally believe in that sort of thing. But random chance didn't seem like a good enough explanation for his bad luck.

* * *

><p>She'd tripped. Of all the dumb things that could have happened, she'd tripped when she tried to get a better view. And then she'd got tangled in the wad of loose wire and couldn't scramble free. The girl struggled in panic to escape, every instinct screaming at her to get away and hide. But before she could get free, the snake-arms lunged into view and wrapped around her in a tight grip. It was so sudden that she couldn't react, leaving the girl in frozen silence as they yanked her off the ground and pulled her away from her hiding spot.<p>

For a second, she tried to claw her way free. But her arms were pinned to her sides and she couldn't kick high enough to hit the metal shapes with enough force to do any damage. Then she was out of cover and in plain sight.

Shivering and staring in wide-eyed fear, she was helpless when the metal things held her off the ground in front of the man. She knew this was bad. She should be fighting to escape. If she didn't get free fast, anything could happen. She needed to run away, but she felt frozen. The child remained still, dangling in their grip and at the mercy of a stranger.

After a moment of staring at her through his darkened goggles, the man sighed and broke the silence.

"You're not quite the alley cat I was expecting to see," he said quietly. "More like a kitten."

Another of the metal arms stretched towards her, hissing as the clawed head peered at her face. The girl hissed back at the thing, making it jerk away in surprise. But the ones holding her didn't react, so she was still trapped.

"What are you doing here?" the man asked.

Even if she wanted to explain or actually thought it would matter to the stranger, habit and past experience left her silent. Talking never helped. It only ever made things worse for her. Silence was safer. She couldn't even remember the last time she spoke; talking was no longer a natural reaction.

The girl dropped her eyes to the ground and waited for the pain. With the exception of Old Myrtle, nearly all interactions with adults led to pain eventually, either directly or indirectly. All she could hope was that she'd be able to escape afterwards.

"Why are you here?" he asked again, his voice reasonably calm and even.

Cringing in the firm grip of the snake-arms, the girl waited. She waited for pain, for the flash of temper and annoyance to appear. She waited for a slap or punch, for screams and shouts. Whenever she was at the mercy of anyone and couldn't escape, the girl expected them to follow. That was why she should have run. That was why she always ran.

There was a sharp hiss and some clicks, but she didn't look up. She just stayed perfectly still, waiting for whatever the man would do to her. She'd been dumb enough to be caught, to ignore everything Old Myrtle and experience had taught her, so she'd just have to accept the punishment and pain. Maybe she wouldn't die.

"_No one_ is going _hurt_ you," said the man firmly, something in the way he emphasized his words making it sound like he was addressing someone else too. "I'm not going to let a child be harmed. I'm not that much of a monster."

She felt the grip of the metal arms loosen slightly, but not enough to slip free. The change was still enough for the girl to risk looking up again.

The bruises looked worse up close. The color and size looked painful. She wondered who could have hurt him like that. And even if the dark tint of goggles made it tricky, she could almost see his eyes through the glass. It wasn't exactly the clearest, but the girl could manage at least a glimpse. He looked tired; he seemed physically and mentally worn out. There was nothing angry or predatory about his expression. He looked more like someone who was beaten and attacked by dangerous people rather than being particularly dangerous himself. The man reminded her a little of Old Myrtle rather than a hunter and predator of the streets.

"How about we try something simpler?" he sighed tiredly. "What's your name?"

The child managed a shrug as she watched the man and the metal arms. There was no answer to that question. And the longer she studied his exhausted body language and expression, the more she thought he wouldn't cause her harm simply for being present. Which meant some of her fear was dimming.

"You don't know? How can you not know your name?" he asked skeptically. "You have to have a name."

She shook her head a little. If she had one, she couldn't remember it. No one ever used it anyway.

"What do your parents call you? Or your teacher?"

Grimacing a little as memories of her parents appeared unpleasantly in her mind, the girl shook her head stiffly. She hoped he didn't do something bad like report her as a runaway. They might make her go home. On the other hand, he'd probably get in trouble for trespassing too, so maybe that would keep him quiet.

There were a few chirps that sounded confused as the clawed heads studied her. One around her middle unwound enough to stretch close to her face. That one chittered as it glanced between the girl and the man.

Shaking his head, he muttered wryly, "So we've been discovered by a nameless six or seven year old who apparently dropped out of school already. At least he isn't likely to tell anyone about this."

He ran a hand through his hair, carefully avoiding his injuries. There was a look of resignation now accompanying his exhaustion. But something else was missing. She hadn't noticed how haunted and wary of her presence the man looked when he'd first spotted the child until the tension faded. Maybe he was also scared of strangers and people getting too close. Maybe he was trying to hide too.

At least her short hair and oversized clothes were working. He thought she was a boy, just like Old Myrtle planned. The old woman said it was better that way. It was more dangerous for girls for some reason, so it was a good thing it was working.

One of the metal snake-arms poked her gently, tilted its head in a way that reminded the child of a curious dog, and then chirped loudly. At the noise, the man turned towards it with a frown. Three other sources of chittering followed from the other mechanical arms, causing the frown to deepen as he turned back towards the child.

"You're a girl." It was a statement, not a question. When she stiffened at his words, he continued, "You're trying to hide it, but you _are_ a girl. I'll admit it. You fooled me until they pointed it out."

The child glanced at the metal snake-arms with new comprehension. They weren't just alive. They were smart. And he didn't just talk to them. They could talk back and he could understand them. The hissing, chittering, clicking, and chirping were more than just noises to him.

Sighing tiredly, he remarked, "I hate the fact I know why you'd pretend to be a boy. Especially in this part of the city." He shook his head, a hint of anger creeping into his posture for a moment before draining back out again. "You don't have to worry about me. If you keep my secret, I'll keep yours."

The girl nodded. Keeping secrets was easy for someone who never spoke, so it was a deal with no cost to her.

Slowly, the mechanical arms lowered her to the ground and released their grip. The instant she felt them loosen, instinct took over and she ran. She didn't go far, however. She just hid behind the crates again, trying to at least have some protection and shelter. A quick look back proved that the man and his metal snake-arms weren't trying to grab her again and were instead just watching her. The girl relaxed further in response to the lack of pursuit.

"Be careful out there," he said, apparently taking her reactions to mean she was leaving.

As he turned back around and started to walk slowly towards the rest of the warehouse, the child hesitated. She knew she should leave, but something about the tired and battered man in the trench coat made her pause. Glancing at the object still in her hand, she came to a quick decision.

Clicking her tongue against the top of her mouth loudly enough to catch the man's attention, she threw her apple towards him. One of the metal arms caught it easily and held it out to him. But she didn't wait to see his reaction to her offered gift. She was already squeezing back through the hole in the wall, intending to find a new hiding place to eat her crushed bag of chips.

**And there is the first glimpse of what I have planned. No, the girl isn't a canon character. She's not going to turn out to be a young super-hero from the Marvel universe. She's completely new.**

**In regards to Otto's current condition, I'm being pretty practical about what happened to him. Other than the four mechanical arms, he isn't really super-powered. I mean, he's tougher than he looks since he's carrying a few hundred pounds of metal on his back all the time, but he's still a baseline human when it comes to his abilities. He's a regular guy with regular durability and no super-healing factor. So after a few fights with Spider-man, who has the strength to stop a runaway train and hold up a huge chunk of wall in the movie, it only makes sense for him to be pretty-badly pounded. Then there is the fact he was electrocuted a couple of times (first during his initial experiment that fuses the arms to his spine and the second during the final battle) and he keeps staring at a miniature sun at close range (closer than anyone else in the movie) even after losing his goggles/sunglasses… Yeah, I doubt he's gone through all that without some kind of consequences.**

**That doesn't mean he's completely harmless. It just means he's as vulnerable as the next guy to harm and needs some recovery time after being beat up by a superhero. He still has his actuators and he's still a genius.**

**Oh, and in regards to the names for the actuators? The actor nicknamed them when he was making the movie. I just borrowed those nicknames and attributed them to Rosie.**


	3. Goblins

**If you're worried that this story will only be about Doc Ock and a random kid, don't be. More familiar faces will show up in this chapter. And even if Otto is the focus since I want to give him a second chance to show what (the movie version) is capable of, that doesn't mean I won't have some other subplots prepared.**

**Of course, that doesn't mean I'll just be going back over the events of the third film. That one is completely ignored in this story. I'm not bringing in Venom because I want to do something different. I will, however, deal with the issue of Harry.**

An apple. A bruised apple. Otto found himself staring at the piece of fruit as if it held some answers to what just happened.

A nameless, silent, raggedly-dressed, short-haired girl that, based on the admittedly limited information so far, didn't seem to have a home or family gave him an apple. For someone in her position, food could be a scarce commodity. And yet she'd tossed him an apple before slipping away. An act of such simple generosity and kindness after he nearly destroyed the city with his arrogance and obsession seemed difficult to believe. It was something he wasn't sure he deserved.

"_strange child, quiet, interesting_," chittered Mo.

"_girl, looks like boy, but isn't_," Flo reminded. "_tricky girl_"

"_could tell someone, call the police, call Spider-man, could be trouble_," Harry hissed quietly.

Larry chirped, "_how, doesn't talk, promised to keep us secret_"

"_can we keep her_," asked Flo, leaving the other actuators confused and startling a brief laugh from the doctor.

Otto realized with mild amusement that this was their first real encounter with a child with no distractions. Yes, there were some kids on the train he nearly crashed (and once again he felt a pang of guilt over his past actions). But all their attention was on Spider-man rather than the passengers at the time. No wonder they felt curious about her.

The man also felt curious about her, but not because of the novelty like the actuators were. From her dirty, sandy-blond, short hair to her oversized clothes that were clearly intended for someone else to her reactions to everything, Otto was certain that she was living on the streets. If she had a home or family somewhere, he doubted she ever returned their willingly. She honestly didn't act like she had a name and there was a hunted look in her eyes that wouldn't come from a healthy home life. He knew that expression, recognizing it as the one he'd seen in the mirror throughout his childhood. Otto would be the first to admit that his father was a violent and cruel man and only got worse when drunk. And even if he'd always had a roof over his head even during the worst parts of his youth, there was something in how she cringed at certain points that was familiar. It made him wonder if she had a Torbert Octavius in her life. He hoped not because he wouldn't wish someone like that man on his worst enemies, let alone an innocent child.

Shaking his head slightly, Otto did his best to banish that entire train of thought. Thinking about his childhood in general and his father specifically wasn't the best idea, especially with four actuators with impulse control issues and a very weak sense of morality who might use a flood of negative emotions to start influencing him in an attempt to "help" again. Besides, dwelling on the girl and her situation wouldn't help anything. Considering her skittish behavior and the sheer population of the city, the man doubted he'd ever see the girl again.

* * *

><p>Drowning his sorrows and rage in alcohol was growing to be a habit, one he knew he'd picked up from his father. Of course, there was a time he wanted to be just like his father. Though distant at times, difficult to please, and harsh when someone didn't meet his standards of perfection, the man always seemed like the pinnacle of success to his son. He'd wondered for years if he'd ever measure up or if he'd be trapped in the shadows of Norman Osborn forever. He never could seem to match his father's vision of what his son should be like. The man even seemed to preferred his son's best friend at times. Things did improve in more recent times, as if Norman had finally decided to try reaching out to him and was even showing some sympathy over his son's relationship difficulties. But even during the rougher days of their relationship, Harry loved and respected his father while trying to make him proud.<p>

Then he was murdered. Abruptly, none of the man's flaws mattered. All that Harry cared about was that his father was killed and the one responsible for that crime was still free. Even worse, the murderer was swinging around like he was trying to be a hero. Harry spent so much time and energy hating Spider-man for killing his father, no matter what else the web-slinger might do. He'd stewed in his rage, regret, and drunkenness until his thirst for revenge began to consume him. Running Oscorp, his friendships, and every other aspect of his life fell out of focus. All he wanted was for Spider-man to suffer for his actions, for his father's murder to be avenged. He'd wanted it more than anything else in the world to the point of making a deal with a clearly-unstable Dr. Octopus just to get the chance to destroy Spider-man.

That deal was part of the reason Harry was currently sitting in front of the fireplace, a glass of amber liquid in his hand and staring at where he'd draped a sheet over the broken mirror. He shouldn't have made that deal. He shouldn't have looked under that mask. And he definitely shouldn't have broken that mirror. Because those actions managed to destroy everything he knew.

His best friend, someone he'd always trusted and would do anything to help if he needed it, wasn't who Harry thought he was. Peter Parker was Spider-man. All his darker desires for revenge against his father's killer crumbled. As much as he might want to defend the Osborne legacy, gain revenge for his father's death, and correct the clear injustice with the world, he couldn't hurt Peter. He couldn't kill Spider-man because he could never turn against his best friend.

Then it got worse. In what he hoped was merely the result of shock, confusion, guilt, too little sleep, and too much to drink rather than a sign of insanity, Harry was confronted by a hallucination of his dead father screaming for revenge. And his denial against the specter was what shattered the now-covered mirror and provided the final piece of the puzzle. He could finally understand why his father died.

Drinking the remaining liquid in the glass, he ran his hand through his hair and grimaced. He knew this house had its secrets, but the concealed passage behind the mirror was still a shock. There was practically a small secret lab tucked out of sight. And what he found hidden back there was even worse. The glider, the bombs, and especially the yellow-eyed mask… It was all there, as if that part of his father's legacy was just waiting for him to discover it. As if he was meant to take up the mantle of the Green Goblin…

And that was the missing piece. He'd wanted to know why Peter would do something like that, killing his father. After years of friendship, it seemed impossible for Harry to comprehend. But now he could understand a little more about what happened. And the pathetic thing was how _obvious_ it all seemed looking back.

So many murders, especially early on, were either people who caused problems for the company or were a member of Oscorp. The connections of the victims to his father seemed so clear now. And then there were the attacks connected to Peter, such as his boss at the newspaper, Aunt May, and even Mary Jane. It was all part of the well-documented animosity between the Green Goblin and Spider-man, though the Daily Bugle wasn't exactly neutral when reporting on it. One saving lives and the other taking them. Everyone understood the dynamic between the masked figures. And then the Green Goblin vanished the night his father died, a coincidence he should have noticed.

The attack on Mary Jane was the key. Harry couldn't believe he never paid attention to the timing or purposefully ignored it in pursuit of vengeance. He knew the Green Goblin tossed Mary Jane and a tramcar filled with children off the bridge that night. Between the dozens of witnesses and Mary Jane's very thorough description of the Goblin's words and actions, there was no doubt about what happened there. His _father_ tried to kill a lot of innocent people and Peter himself just because Spider-man wouldn't join him. Because Peter kept trying to save lives that the Green Goblin threatened.

Once the pair left the bridge, no one knew exactly what happened. But Harry could finally draw a few conclusions. His father died of wounds from sharp blades being stabbed into him. He'd known that Spider-man didn't carry weapons, but he'd always dismissed that fact as unimportant. And now that Harry could examine the glider and the build-in retractable blades, he knew what the murder weapon was. Norman Osborn was killed by the Green Goblin's glider. He didn't know if Spider-man was the one who impaled him directly, but it was clearly not the web-slinger murdering a relatively helpless man that he'd always imagined it to be. Whatever happened, it was a battle between equally strong opponents with his father already having a history of murder and armed with a lot of dangerous weapons.

He hated to admit it. His mind rebelled against the idea, trying to rationalize or find an excuse. But no matter how many times he went around and around in his head, he kept coming to the same conclusion. Whether or not Spider-man caused the fatal blow, the Green Goblin was equally or even more responsible for his father's murder. He couldn't blindly blame Spider-man now that he had this information. His death was due to his own actions and decisions when he became a masked villain.

As Harry reached over to refill his glass, he was interrupted as his butler stepped into view. The white-haired man had been a permanent feature of the household, someone who kept the place running smoothly and kept all the Osborn secrets. Ironically, Harry realized abruptly, it was theoretically possible that Bernard could have figured out Norman was the Green Goblin and never said a word because of his impressive loyalty to the Osborn family. As soon as the idea appeared, however, Harry dismissed it. Even Bernard wouldn't hide something like that for long.

"What is it, Bernard?" he asked.

"You have a guest, sir."

Frowning slightly, Harry asked, 'Is it Peter again? I told you I didn't want to talk to him right now."

So far, Peter had tried to visit three times since that night. And every time that he tried, Harry refused to see him. He wasn't ready to talk to him after learning Spider-man's identity. He'd never admit it out-loud, but Harry wasn't brave enough to face him with all his new knowledge yet. At the moment, Peter was resisting the urge to swing in the windows, but Harry knew he wouldn't give up.

"No, it is Mr. Kingsley," stated Bernard.

That brought a pause from Harry for a moment. Slowly, he gave the old man a nod for Bernard to show him in.

By the time his guest entered the room, Harry had managed to straighten his rumpled suit a little. He didn't want to look completely disheveled in front of the older man. Just because his life was spiraling into chaos didn't mean Harry wanted him to know it.

Roderick Kingsley stepped into view, grinning broadly with his arms out-stretched in greeting. Though he was only about Norman's age, his pale blond hair had gone white early in life. The billionaire fashion designer and businessman was certainly a welcome sight. Ever since he treated the then-twelve year old Harry like an adult back when all of Norman's other friends and business partners were treating him like a dumb child, the younger Osborn always liked the man. He thought of Roderick as his not-quite uncle, someone friendly and reliable to deal with. After his father's murder, Harry remembered that Roderick came over a lot to offer advice on running Oscorp in his new role and helping him drown his sorrows in scotch while listening to the younger man rant. Harry always appreciated his support during that dark time.

"Harry," he greeted. "I heard that wedding you were talking about took an interesting turn. You must tell me all about it."

He couldn't help shaking his head. Attending his ex-girlfriend/current-friend's wedding should have been simple, though it would probably be at least a little awkward for other past couples. But Harry was honestly happy that Mary Jane found someone and felt comfortable at the ceremony, enjoying the distraction from recent events. So dressed in his most expensive tuxedo, he'd gone to the wedding. Unfortunately for John Jameson, the red-head never walked down the aisle. Instead, she left behind a note and vanished. And Harry knew there was only one person she'd run away from her wedding for, the person she truly loved. Thinking about her with Peter quickly led his thoughts back to Spider-man and that led to Harry's current state.

"It was just your classic 'runaway bride' scenario," said Harry. "She decided she couldn't marry him because she loved someone else."

"You?"

Chuckling wryly almost against his will, he shook his head, "We might have dated once, but no. She's in love with Peter."

"Your friend, Peter Parker?" asked Roderick, reaching for the younger man's empty glass. "The one you told me about?"

"That's the one."

"So he stole her from Jameson on their wedding _and_ he's dating his best friend's ex?" he remarked as he poured another drink. "I might be wrong, but doesn't that go against all forms of good manners and decency?"

"In his defense, Peter's been in love with MJ since before I knew him," said Harry before accepting the refilled glass. "He just never made a move, so she never realized how he felt for the longest time. He just watched her from a far and wished. So I don't think it's really Peter's fault when Mary Jane was the one who made the decisions about who she's involved with."

"So no hard feelings on your part," he grinned briefly, gesturing with his own glass. "Still, it must have been awkward at the time."

Harry said, "We're better as friends." He hesitated a moment before reluctantly admitting, "My father's behavior when he first met Mary Jane didn't help our relationship either. I tried too hard to make her perfect in his eyes and tried to control our relationship so it was perfect… I kind of undermined it from the start."

"Well, I'm not surprised you've had romantic difficulties," he remarked, clapping the younger man on the shoulder. "Your mother died a long time ago and Norman never dated much. Not that he was very good at it anyway. How were you supposed to learn about relationships if you never had many examples to study? At least in regards to this topic, he wasn't that great of a role model."

While Harry's gut reaction was still to defend his father's memory, he kept silent and took a short drink. Technically, nothing Roderick said was wrong. It wasn't even that negative. But the idea that his father didn't teach him everything he should have, even something as minor as dating, was the sort of thing that would've set his teeth on edge in the last few months. He'd idealized Norman Osborn since his death. And even now that he knew more, the urge to defend the man remained.

As if sensing the young man's thoughts, Roderick continued, "I'm not saying he wasn't a great man. He was a talented, intelligent, and skilled businessman who built Oscorp from the ground up. He created a legacy that will be remembered for a long time. But by now you need to start looking past the surface. You have to admit that he had his flaws, especially outside of his role as a businessman."

Thinking about the hidden cache of weapons and the list of Green Goblin's murder victims, Harry reluctantly admitted, "He wasn't perfect. I know that. But I loved my father."

"Of course you do. He was family and you'll always love your family. Though there are days where I wish we could choose our family. It would certainly make life more convenient. For example, look at Daniel."

"How is your twin?" Harry asked, taking another sip.

He shrugged, "About the same as always. Smart, but with absolutely no ambition or spine to motivate him. We look exactly alike, but have so little in common. Without me forcing him to take the initiative occasionally, he'd never accomplish anything in that lab of his."

Harry knew he was probably right. While Roderick was driven and confident enough to go from a fashion designer to the CEO of a quickly-growing company, Daniel was a nervous man who was quite content working for his brother. Anything Roderick told him to do, he obeyed without hesitation. People would often comment that Daniel inherited all the scientific knowledge and general intelligence while Roderick got all the cunning, shrewdness, and the strong personality necessary to use his brother's gifts.

"I heard you've been trying to get a military contract," said Harry, fighting the urge to yawn.

Taking a seat across from the younger man, he remarked, "Between Stark dropping out of the weapons business last year and Justin Hammer's recent disaster, there's a vacuum. And someone has to step in. There should be plenty of opportunities for us and Oscorp both."

Feeling rather warm and comfortable as they spoke around the fireplace, Harry took another sip from his glass and said, "Well, I wish you luck. Between our two companies, the military should be well covered." Yawning briefly, he added, "Hammer's disaster at the Stark Expo certainly distracted attention away from our problems concerning Octavius. Connections between us and Doc Ock need to be downplayed since those things never look good in the news. We _need_ the distraction."

Harry yawned again and blinked blearily. How much had he drunk? He wasn't certain, but he felt drowsy. He'd reached the stage of passing out from alcohol before in the past. Several times, actually. He didn't expect to do that this afternoon, but the young man could barely keep his eyes open even as he spoke. He must have drunk more than he thought after he returned from the wedding. It was the only explanation.

"Shouldn't have made a deal with him," mumbled Harry. "Almost blew up the city. Twice. And he messed up my revenge. Can't hurt Spider-man now. Know too much. Broke the mirror."

Harry shouldn't be saying this. Something in his drowsy thoughts warned him to stop talking, but he couldn't help it. But Roderick merely murmured soothingly without asking questions, so Harry didn't worry too much. He just took another small sip of his drink and closed his eyes briefly.

* * *

><p>Roderick carefully took Harry's glass from his hand and set it on the desk. He'd be out for a while. After all, the older man had plenty of experience by this point drugging the younger one with just the right amount to ensure he wasn't disturbed. When someone gained a habit of drowning his sorrows after his father's demise, it was surprisingly simple to get away with such a thing on a semi-regular basis if necessary.<p>

Once he was completely certain that the younger man was out, Roderick turned his attention to going through the desk and the rest of the room. He pulled open drawers, rifled through papers, and checked all the supposedly-secret hiding places in the room he'd discovered over the years. While Harry might not be quite as much of a workaholic as his late father, he did tend to bring interesting tidbits home with him and hide them in the exact same places. That made the older man's job so much simpler.

People underestimated Roderick. He knew that without a doubt. Even after he built himself a company and proved that he could be business savvy, the average person underestimated him. They didn't understand. They thought he was just the face of the company, the fashion-designer who just had a knack for hiring smart people to run the business. It was an easy mistake for someone to make. He'd chosen his initial career in fashion _because_ no one would realize his potential. They might look at his designs and call him brilliant, but they would never see the truth of how brilliant he actually was.

It was why he managed to get close to various people in important positions of power and knowledge, such as the late Norman Osborn. They never saw him as a threat or a security risk because he always gave the impression of being the harmless. Even when he began a successful company, using bits and pieces of the stolen corporate secrets he'd gathered from his so-called friends, they never suspected him of being behind the acts of espionage. When necessary, he would frame a useful fall-guy for the crime and stage their suicide before they could be questioned.

It was why he befriended young Harry in the first place. He knew that if Norman ever caught on to what was happening, he could easily frame the boy for stolen plans, formulas, and other pieces of information. It would be a believable story: feeling the neglected by his father, young Harry would try offering gifts to the one adult in his life that made him feel important. Roderick knew that Norman would fall for it. But he thankfully was never forced to frame and kill young Harry. And with the elder Osborn gone, it was even easier to sneak out with useful intel.

Locating some of the most recent schematics stored under the false bottom of the desk drawer, Roderick started taking a few photos of the pages. Once he took them back to his company, he hand them over to his twin. Daniel stopped arguing about the legality or morality of the situation long ago. His brother just didn't have the spine to stand up to him. So Daniel and his people replicated and improved on the stolen projects in order to make the company a success. Anything they completed before the original companies or altered enough, they sold publicly. Anything that was too easily identified as coming from another source, they sold through less legal means. It was certainly a profitable way to run a business.

Taking care to replace everything exactly as before, Roderick prepared to leave. The Osborn butler might decide to poke his head in the room at any moment to see if they needed anything. But before he could head towards the door, curiosity prickled at the back of his mind. The covered mirror was… odd. Even with his comment about breaking the mirror right before passing out did little to draw his attention to it before. But now, Roderick couldn't help taking a quick peek behind the draped fabric. After all, poking his nose where it didn't belong and investigating anything that captured his interest was practically part of his job by this point. Sometimes his curiosity was disappointed…

…but other times, it was well rewarded. Roderick bit back a gasp of surprise when he pulled back the sheet to expose a hidden passage. He'd thought he'd long discovered all the secrets of this room, but it seemed that there was at least one left. And of course he couldn't just turn around and leave without getting more than a brief glimpse of what was tucked just out of sight.

Slipping into the dark passage, more and more dark secrets of the Osborn family began to come to light. Shelves of round and orange bombs, one of the gliders he'd stolen plans for a few years ago, and a familiar mask that once stared back at people from the covers of newspapers. Roderick couldn't help chuckling. Apparently he wasn't the only successful businessman who hid their true and darker nature from the public. Poor little Harry must have been quite shocked to find this stash.

Feeling bolder, Roderick slipped a few of the so-called pumpkin bombs from the shelf into his jacket pocket. He already had the plans about the glider, so he wasn't very concerned about that. Further examination turned up lab notes and reports concerning Oscorp's attempt to recreate the Dr. Erskine's formula.

Almost everyone with even a basic knowledge of biology and chemistry had attempted to recreate the super-soldier formula and everyone had failed. _Some_ failed rather spectacularly. Rumor had it that the green thing that appeared at Culver University and then later in Harlem (leaving destruction behind both times) was related to a governmental attempt at recreating the formula. Regardless, everyone tried it and so did Oscorp. A quick glance through the notes showed that there were some positive results in regards to increased strength, endurance, and such, but there were issues mentally that left it as a failure. Increased aggression, hallucinations, and insanity were not acceptable side-effects in most cases.

Next to the notes were a few tubes of green liquid, as if someone had been reading them while studying the tubes. Roderick took both the notes and one of the tubes. Daniel was particularly skilled with biochemistry and related topics. He'd likely be able to iron out the problems with the formula, removing the insanity side-effect. It might take time, but it would be worth it. And it wasn't like Harry could report the theft if he noticed without admitting that his father was the Green Goblin, which could easily spell the destruction of Oscorp with the fallout.

Smiling to himself over how productive this particular visit had turned out to be, Roderick stepped back through the opening and slid the sheet back into place. Sparing a moment to glance around the room, he felt certain that there were no obvious signs of what he'd been doing. And with practiced ease, he slipped back on his normal behavior of friendly and harmless fashion designer and businessman. Then he simply walked out the door with Oscorp secrets.

**I will say this. Harry has his faults, but he is not an idiot. Show him a secret stash of Green Goblin junk hidden behind a mirror and he does have the capability to draw a few conclusions. No matter how much denial he might be in or how much he wants to remember his father in the best light possible, the evidence is pretty clear. Norman Osborn was the Green Goblin and that means accepting the fact that his father was a bad guy. I wanted to address Harry's reaction to learning about Spider-man's identity and his father's alter ego, but to do it in a way that gave Harry a bit more credit than he seemed to get during the third film. **

**To anyone who is unfamiliar with the name Roderick Kingsley, he is known by a slightly more famous name within the comics: Hobgoblin. Well, the Hobgoblin costume was worn by several people, but he's generally the one pulling the strings when someone else **_**does**_** wear it. I wanted to have someone who hasn't shown up on the big screens to be a villain in this story. So here he is.**

**And yes, some nice references to the Marvel Cinematic Universe. Because it is surprisingly easy to compare the Goblin formula to the various attempts to recreate the Captain America formula. Just look at the Blonsky from "The Incredible Hulk." He's like an unarmored version of the Green Goblin when it comes to his capabilities after being injected (and before he becomes Abomination).**

**I don't know when the next update will be, but I'll get to it when I have the chance. And remember: reviews are always appreciated.**


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